***OMITTED AND FILED SEPARATELY
WITH THE SECURITIES AND EXCHANGE COMMISSION


CONFIDENTIAL TREATMENT REQUESTED


 


PATENT
& Technology LICENSE AGREEMENT


AGT.
No. A2014-0294


 


This Patent & Technology License
Agreement is between the Licensor and the Licensee identified below (collectively, “Parties”, or singly, “Party”).


 


No binding agreement between
the Parties will exist until this Patent & Technology License Agreement has been signed by both Parties.  Unsigned drafts
of this Patent & Technology License Agreement shall not be considered offers.


 


Background


 


Licensor owns, controls, and/or
has the right to sublicense the Licensed Subject Matter (defined in Exhibit A). Licensee desires to secure the right and license
to use, develop, manufacture, market, and commercialize the Licensed Subject Matter. Licensor desires to have the Licensed Subject
Matter developed and used for the benefit of Licensee, the inventors, Licensor, and the public.


 


NOW, THEREFORE, in consideration
of the mutual covenants and premises herein contained, the Parties hereby agree as follows:


 


The Terms and Conditions of Patent
& Technology License attached hereto as Exhibit A are incorporated herein by reference in their entirety (the “Terms
and Conditions”). The Commercialization Plan attached hereto as Exhibit B is incorporated herein by reference in its entirety
(the “Commercialization Plan”). In the event of a conflict between provisions of this Patent & Technology License
Agreement and the Terms and Conditions, the provisions in this Patent & Technology License Agreement shall govern. Unless
defined in this Patent & Technology License Agreement, capitalized terms used in this Patent & Technology License Agreement
shall have the meanings given to them in the Terms and Conditions.


 


The section numbers used in the
left hand column in the table below correspond to the section numbers in the Terms and Conditions.


 


	1.   Definitions
	 	Effective
    Date	September
    6, 2013 
	Licensor	 Ohio
    State Innovation Foundation, with an address at 1524 North High Street, Columbus, Ohio 43201.
	Licensee 

        

        
	MicroLin
    Bio, Inc., a  corporation, with its principal place of business at 302A West 12th Suite 114, New York, NY
    10014 
	Contract
    Year and Contract Quarters	Contract
                                         Year is 12-month period ending on December 31 and Contract Quarters are 3-month periods
                                         ending on March 31, June 30, Sept. 30, Dec. 31 

	Territory
    	Worldwide


 




    	Licensee: [Company name]
 Licensor: [Name]	CONFIDENTIAL
EXHIBIT A	Exclusive PLA (Physical Sciences)
Page 1 of 29



    	 



    

 


	 	Field
    of Use	Field
                                         of Use: Exclusive
                                         use of lipid nanoparticles
                                         (also referred to as quaternary and tertiary amine-cationic lipids “QTsome”,
                                         small peptide lipid nanoparticle-gramicidin and/or JTS-1 “SPLN-G”, and proteinase
                                         K-coated liposome “PrKsome”), as more particularly defined in Patent Rights/Technology
                                         Rights for the diagnosis, treatment, prevention and amelioration of human diseases and
                                         conditions.

        

        

        

         

        Excluded Fields of Use include
        but are not limited to:

         (1) Use of the following
        technology described in Patent Rights/Technology Rights: L-CAN” – lipid-coated albumin nanoparticles (also
        referred to as “Hyper-cationized albumin-polycation conjugates”, “APC”, and “L-CAN”).

        

	 	Patent
    Rights/Technology Rights





	 	App.
                                         No./

         Date of Filing

        
	Title	Inventor(s)	Jointly

    Owned?

    (Y/N; if Y, 

    with whom?)	Prosecution
    Counsel
	61/650,729 

        May 23, 2012 

        [2012-284]

        
	Novel
    Liposomal Formulation for Drug Delivery	R.
                                         Lee

         

          
	x No	Michael
                                         Steffensmeier

         (Ohio State)

        

	61/784,892

        March 14, 2013

        [2013-246]

        
	Nanoparticle
    Compositions for Nucleic Acid Delivery	R.
    Lee	x
    No	MacMillan,
    Sobanski, and Todd LLC  
	PCT/US2013/042458

        May 23, 2013

        [2012-284]

        [2013-246] 
	Lipid
    Nanoparticle Compositions and Methods of Making and Methods of Using the Same	R.
                                         Lee

         

         

         
	x
    No	MacMillan,
    Sobanski, and Todd LLC 





	2.4.  Diligence
    Milestones
	 

         

         
	Milestones
    and deadlines	Milestone
    Events	Deadlines
	1.  Enter
    into a Sponsored Research Agreement (SRA) with Licensor with Dr. Robert Lee as the principal investigator for at least ***
    cash	***
	2.  Initiation
    of cGMP manufacturing and GLP-toxicity studies for first Licensed Product	***
	3.  Filing
    of IND (or an equivalent regulatory application, if filed outside of the United States) for first Licensed Product(s)	***
	4.  Dosing
    of first patient in any Phase II Clinical Trial of first Licensed Product(s)	***
	5.  Dosing
    of first patient in any Phase III Clinical Trial of first Licensed Product(s)	***


 




    	{00182033-1}Licensee: Microlin Bio, Inc.
 Licensor: Ohio State Innovation Foundation	CONFIDENTIAL 
 EXHIBIT A	Exclusive License (Life Sciences)
Page 2 of 29



    	 



    

 


	 	 	6.
    Filing of Marketing Application with FDA (or an equivalent regulatory agency, if filed outside the United States) for first
    Licensed Product	***
	7.  Regulatory
    approval of Marketing Application for first Licensed Product in a Major Territory (US, Europe, Japan) 	***
	8.  First
    sale of first Licensed Product(s) in a Major Territory (US, Europe, Japan) 	***
	 	 	9.  Regulatory
    approval of Marketing Application for first Licensed Product in each BRICS Territory (Brazil, Russia, China, India, South
    Korea)	***
	10.
    First sale of first Licensed Product in a BRICS Territory (Brazil, Russia, China, India, South Korea)	***





	3.  Compensation
	3.1(a)	Patent
    expenses due upon Effective Date	Amount	based
    on invoices received as of:
	 	$5,952.50  	June
    30, 2013





	3.1(b)	 Milestone  fees	Milestone
    Events	Milestone
    Fees
	1.  Enter
    into a Sponsored Research Agreement (SRA) with Licensor with Dr. Robert Lee as the principal investigator for *** cash	***
    as funding for the SRA
	2.  Initiation
    of cGMP manufacturing and GLP-toxicity studies for first Licensed Product	***
    for first Non-OSU Product
	3.  Filing
    of IND (or an equivalent regulatory application, if filed outside the United States) for each Major Disease Area for each
    Licensed Product	***
    for each Major Disease Area for each Non-OSU Product; *** for each Major Disease Area for each OSU Product
	4.  Dosing
    of first patient in any Phase II Clinical Trial for each Major Disease Area for each Licensed Product	***
    for each Major Disease Area for each Non-OSU Product; *** for each Major Disease Area for each OSU Product
	5.  Dosing
    of first patient in any Phase III Clinical Trial for each Major Disease Area for each Licensed Product	***
    for each Major Disease Area for each Non-OSU Product; ***  for each Major Disease Area for each OSU Product


 




    	{00182033-1}Licensee: Microlin Bio, Inc.
 Licensor: Ohio State Innovation Foundation	CONFIDENTIAL 
 EXHIBIT A	Exclusive License (Life Sciences)
Page 3 of 29



    	 



    

 


	 	 	6.
    Filing of Marketing Application with FDA (or an equivalent regulatory agency, if filed outside the United States) for each
    Major Disease Area for each Licensed Product	***
    for each Major Disease Area for each Non-OSU Product; *** for each Major Disease Area for each OSU Product 
	7.  Regulatory
    approval of Marketing Application for each Licensed Product in each Major Territory (US, Europe, Japan) 	***
    for each Major Disease Area for each Non-OSU Product in each Major Territory; *** for each Major Disease Area for each OSU
    Product in each Major Territory
	8.  First
    sale of each Licensed Product for each Major Disease Area in each Major Territory (US, Europe, Japan)	***
    for each Major Disease Area for each Non-OSU Product in each Major Territory; *** for each Major Disease Area for each OSU
    Product in each Major Territory
	9.  Regulatory
    approval of each Marketing Application for each Licensed Product in each BRICS Territory (Brazil, Russia, China, India, South
    Korea) 	***
    for each Major Disease Area for each Non-OSU Product in each BRICS territory; *** for each Major Disease Area for each OSU
    Product in each BRICS territory
	10.
    First sale of each Licensed Product for each Major Disease Area in each BRICS Territory (Brazil, Russia, India, China, S.
    Korea) 	***
    for each Major Disease Area for each Non-OSU Product in each BRICS Territory; *** for each Major Disease Area for each OSU
    Product in each BRICS Territory
	3.1(c)	Upfront
    Fee	$5,000
                                         due upon Effective Date

        

        $95,000 due May 31, 2014

        

	3.1(d)	License
                                         Maintenance Fees

        

        
	 $10,000
                                         due on May 31st of every Contract Year beginning in 2015.

        

	3.1(e)	Sublicense
    Fees 	***
    of Non-Royalty Sublicensing Consideration
	3.1(f)	Assignment
    fee	The
                                         greater of *** (USD) or *** of Gross Consideration of the total transaction value received
                                         by Licensee for any transaction that includes the assignment or transfer of any portion
                                         of this Agreement. 



 




    	{00182033-1}Licensee: Microlin Bio, Inc.
 Licensor: Ohio State Innovation Foundation	CONFIDENTIAL 
 EXHIBIT A	Exclusive License (Life Sciences)
Page 4 of 29



    	 



    

 


	3.2	Running
    royalty rate (applies to Sales by Licensee, Affiliates and Sublicensees)	(a)  Licensed
    Products and Licensed Services Covered By any claim or claims included within the Patent Rights 	***
                                         for Non-OSU Products;

        

        *** for OSU Products 

	(b)
    Licensed Products and Licensed Services not Covered By any claim or claims included within the Patent Rights	***
                                         for Non-OSU Products;

        

        *** for OSU Products 






	3.3	Minimum
    royalty 	***
	3.1(g)	Sales
    Milestones	***
                                         upon first Licensed Product with cumulative Net Sales equal to ***.

        

        *** upon first Licensed
        Product with cumulative Net Sales equal to *** 

        ***

        

	18.   Contact
    Information





	 	Licensee
    Contacts	Licensor
    Contacts
	Contact
                                         for Notice:

        Attn: Joseph Hernandez

        302A West 12th
        Suite 114

        New York, NY 10014

        

        Phone: 646-707-2937

        

        Email: hernandez_joe@yahoo.com

        

        

         

        

        Accounting contact:

        

        Attn: Joseph Hernandez

        

        302A West 12th
        Suite 114

        

        New York, NY 10014

        

        Phone: 646-707-2937

        

        Email: hernandez_joe@yahoo.com

        

         

        

        Patent prosecution
        contact:

        

        Attn: Joseph Hernandez

        

        302A West 12th
        Suite 114

        

        New York, NY 10014

        

        Phone: 646-707-2937

        

        Email: hernandez_joe@yahoo.com

         

         

         
	Contact
                                         for Notice:

        Attn: President

        

        1524 North High
        Street

        

        Columbus, OH 43201

        

        Fax: 614-292-8907

        

        Phone: 614-292-1315

        

        E-mail: techlicensing@osu.edu

        

         

        Payment and reporting contact:

        Checks payable to “Ohio
        State Innovation Foundation”

        Attn: Accounting/Compliance

        

        1524 North High
        Street

        

        Columbus, OH 43201

        

        Fax: 614-292-8907

        

        Phone: 614-292-1315

        

        E-mail: OSIFcompliance@osu.edu

        

         

        Patent prosecution contact:

        Attn: Catherine
        Martineau

        

        MacMillan, Sobanski
        , & Todd, LLC ; Patent, Trademark, Copyright and Intellectual Property Law

        

        One Maritime Plaza,
        Fifth Floor

        

        720 Water Street

        

        Toledo, Ohio 43604-1853

        

        419-255-5900 (voice)

        

        419-255-9639 (fax)

        E-mail: martineau@mstfirm.com

        Internet: http//www.mstfirm.com

        



 




    	{00182033-1}Licensee: Microlin Bio, Inc.
 Licensor: Ohio State Innovation Foundation	CONFIDENTIAL 
 EXHIBIT A	Exclusive License (Life Sciences)
Page 5 of 29



    	 



    

 


	 	For
    Licensor Administrative Purposes Only





	Changes
    to Standard Form Terms and Conditions	 	There
                                         have not been any revisions to Licensor’s standard form Terms and Conditions ,
                                         except for revisions to the following sections: 7

        



 


20. Special Provision.
The Parties hereby agree to the following special provisions set forth in this Section 20 with respect to this Patent & Technology
License Agreement.


 


20.1
Identification of Sublicense Partners. For each Sublicensee brought to Licensee by Licensor that results in a successful
negotiation of a Sublicense Agreement, Licensee shall pay to Licensor *** dollars within thirty (30) days of the execution of
said Sublicense Agreement.


 


20.2
Milestone Definitions


 


“Marketing
Application” means the application or submission for marketing authorization of a Licensed Product filed with the United
Sates Food and Administrations, or equivalent regulatory agency if filed in a country other than the United States.


 


“Major
Disease Area” means a primary and distinct disease area, each with commercially reasonable market potential - to be
further defined in the Terms and Conditions. For example, Major Disease Area may include but are not limited to Brain Cancer,
Bladder Cancer, Lung Cancer, Breast Cancer, Melanoma, Colon and Rectal Cancer, Non-Hodgkin Lymphoma, Endometrial Cancer, Pancreatic
Cancer, Kidney (Renal Cell) Cancer, Prostate Cancer, Leukemia Thyroid Cancer, Head and Neck Cancer, Ovarian Cancer, Hepatocellular
Cancer, Cervical Cancer, Sarcomas, Gastric Cancers, Multiple Myeloma, Lymphomas, Gastrointestinal Cancer, and Uterine Cancer.


 


“cGMP”
means the Current Good Manufacturing Practice regulations enforced by the FDA to assure the proper design, monitoring, and
control of pharmaceutical-grade manufacturing processes and facilities for a Licensed Product.


 


“Major
Territory” means the following: United States of America, Japan (JP), and Europe (EU).


 


“BRICS”
means the means the following countries: Brazil, Russia, India, China, and South Korea.


 


“OSU
Product(s)” means Licensed Product(s) and/or Licensed Service(s) that also qualify as “Licensed Products”
and/or “Licensed Services” under a separate patent and technology license agreement (as defined as such under said
separate license agreement) with Licensor.


 


“Non-OSU
Product(s)” means Licensed Product(s) and/or Licensed Service(s) that do not also qualify as “Licensed Products”
and/or “Licensed Services” under a separate patent and technology license agreement (as defined as such under said
separate license agreement) with Licensor.


 


20.3 Cross
Default. In the event that Licensee is a party to any other agreement with Licensor, a default by Licensee of this or
any other agreement shall be deemed a default under all other agreements with Licensor.


 




    	{00182033-1}Licensee: Microlin Bio, Inc.
 Licensor: Ohio State Innovation Foundation	CONFIDENTIAL 
 EXHIBIT A	Exclusive License (Life Sciences)
Page 6 of 29



    	 



    

 


21. No Other Promises and
Agreements; Representation by Counsel. Licensee expressly represents and warrants and does hereby state and represent
that no promise or agreement which is not herein expressed has been made to Licensee in executing this Patent & Technology
License Agreement except those explicitly set forth herein and in the Terms and Conditions, and that Licensee is not relying upon
any statement or representation of Licensor or its representatives. Licensee is relying on Licensee’s own judgment and has
had the opportunity to be represented by legal counsel. Licensee hereby represents and warrants that Licensee understands and
agrees to all terms and conditions set forth in this Patent & Technology License Agreement and said Terms and Conditions.


 


22. Deadline for Execution
by Licensee. If this Patent & Technology License Agreement is executed first by the Licensor and is not executed by
the Licensee and received by the Licensor at the address and in the manner set forth in Section 18 of the Terms and Conditions
within thirty (30) days of the date of signature set forth under the Licensor’s signature below, then this Patent &
Technology License Agreement shall be null and void and of no further effect.


 


IN WITNESS WHEREOF, the Parties
hereto have caused their duly authorized representatives to execute this Patent & Technology License Agreement.


  





	LICENSOR: Ohio State INNOVATION FOUNDATION	 	LICENSEE: MICROLIN BIO, INC.
	 	 	 
	By	/s/
    Timothy R. Wright	 	By	/s/
    Joseph Hernandez
	Timothy R. Wright	 	Joseph Hernandez
	Interim President	 	CEO and President
	Date	9/10/13	 	Date	9/10/13







  




    	{00182033-1}Licensee: Microlin Bio, Inc.
 Licensor: Ohio State Innovation Foundation	CONFIDENTIAL 
 EXHIBIT A	Exclusive License (Life Sciences)
Page 7 of 29



    	 



    

 


EXHIBIT
A


Terms
and Conditions of Patent & Technology License


 


These Terms and Conditions of Patent
& Technology License (“Terms and Conditions”) are incorporated by reference into the Patent & Technology License
Agreement to which they are attached. All Section references in these Terms and Conditions shall be references to provisions in
these Terms and Conditions unless explicitly stated otherwise.


  


		1.	Definitions



 


“Affiliate”
means any business entity more than 50% owned by Licensee, any business entity which owns more than 50% of Licensee, or any business
entity that is more than 50% owned by a business entity that owns more than 50% of Licensee.


 


“Agreement”
means collectively (i) these Terms and Conditions, and (ii) the Patent & Technology License Agreement.


 


“Commercialization
Plan” means the written commercialization plan attached as Appendix B of the Patent & Technology License Agreement.


 


“Contract Quarter”
means the three-month periods indicated as the Contract Quarter in Section 1 of the Patent & Technology License Agreement,
or any stub period thereof at the commencement of the Agreement or the expiration or termination of the Agreement.


 


“Contract Year”
means the 12-month periods indicated as the Contract Year in Section 1 of the Patent & Technology License Agreement,
or any stub period thereof at the commencement of the Agreement or the expiration or termination of the Agreement.


 


“...Covered
By...” means a claim or claims within any pending or issued patent included in the Patent Rights claiming all,
a portion, or a component or step of a Licensed Process, Licensed Product, or Licensed Service.


 


“Effective Date”
means the date indicated as the Effective Date in Section 1 of the Patent & Technology License Agreement.


 


“Fair Market
Value” means the cash consideration an unaffiliated, unrelated buyer would pay in an arm’s length sale of a substantially
identical item sold in the same quantity, under the same terms, and at the same time and place.


 


“FDA”
means United States Food and Drug Administration.


 


“Field
of Use” means the field indicated as the Field of Use identified in Section 1 of the Patent & Technology License
Agreement.


 


“Government”
means any agency, department or other unit of the United States of America or the State of Ohio.


 


“Gross Consideration”
means all cash and non-cash consideration (e.g., securities).


 




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 Licensor: Ohio State Innovation Foundation	CONFIDENTIAL 
 EXHIBIT A	Exclusive License (Life Sciences)
Page 8 of 29



    	 



    

 


“IND”
means investigational new drug application, clinical study application, clinical trial exemption, or similar application or submission
for approval to conduct human clinical investigations filed with or submitted to a Regulatory Authority in conformance with the
requirements of such Regulatory Authority.


 


“Inventors”
(or singly, “Inventor”) means the inventors identified in the definition of Patent Rights/Technology Rights
in Section 1 of the Patent & Technology License Agreement.


 


“Licensed Process”
means a method, procedure, process, or other subject matter whose practice or use is Covered By any claim or claims included within
the Patent Rights or uses Technology Rights.


 


“Licensed Product”
means any product, apparatus, kit, or component thereof (i) whose manufacture, use, sale, offer for sale or import is Covered
By any claim or claims included within the Patent Rights or incorporates any Technology Rights, or (ii) which is made using a
Licensed Process or another Licensed Product.


 


“Licensed Service”
means performance of a service for any consideration using a Licensed Product, or the practice of a Licensed Process. For clarity,
research and development of Licensed Products by Licensee, its Affiliates, or a Sublicensee does not constitute a Licensed Service.


 


“Licensed Subject
Matter” means Patent Rights and/or Technology Rights


 


“Licensee”
means the Party identified as the Licensee in Section 1 of the Patent & Technology License Agreement.


 


“Licensor”
means the Party identified as the Licensor in Section 1 of the Patent & Technology License Agreement.


 


“Milestone Fees”
means all fees identified as Milestone Fees in Section 3.1(b) of the Patent & Technology License Agreement.


 


“Net Sales”
means the Gross Consideration from the Sale of Licensed Products, Licensed Processes, or Licensed Services less the following
items directly attributable to the Sale of such Licensed Products that are specifically identified on the invoice for such Sale
and borne by the Licensee, Affiliates, or Sublicensees as the seller: (a) discounts and rebates actually granted; (b) sales, value
added, use and other taxes and government charges actually paid, excluding income taxes; (c) import and export duties actually
paid; (d) freight, transport, packing and transit insurance charges actually paid or allowed; and (e) other amounts actually refunded,
allowed or credited due to rejections or returns, but not exceeding the original invoiced amount.


 


“Non-Royalty
Sublicensing Consideration" means the Gross Consideration received by the Licensee or its Affiliate from a Sublicensee
in consideration of the grant of a sublicense under the Licensed Subject Matter (including, without limitation, license or option
or distribution fees, fees to maintain license rights, and bonus/milestone payments), but excluding amounts received as running
royalties, a profit share, or other revenue sharing based on Net Sales for which Licensor receives a running royalty under Section
3.2. For the avoidance of doubt, Non-Royalty Sublicensing Consideration shall not include bona fide: (a) running royalties received
by Licensee or an Affiliate based on Net Sales that are royalty-bearing to Licensor under Section 3.2, (b) purchase price for
Licensee’s stock or other securities not in excess of Fair Market Value, and (iii) amounts paid and used exclusively for
research and development of Licensed Products or Licensed Services by Licensee.


 




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 Licensor: Ohio State Innovation Foundation	CONFIDENTIAL 
 EXHIBIT A	Exclusive License (Life Sciences)
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“Patent &
Technology License Agreement” means the particular Patent & Technology License Agreement to which these Terms and
Conditions are attached and incorporated into by reference.


 


“Patent Rights”
means the Licensor’s rights in: (a) the patents and patent applications
listed in Section 1 of the Patent & Technology License Agreement; (b) all non-provisional patent applications that claim priority
to any of the provisional applications
listed in Section 1 of the Patent & Technology License Agreement to the extent the claims of such non-provisional applications
are entitled to claim priority to such provisional applications; (c) all divisionals, continuations and
continuations-in-part (excluding new matter and claims containing new matter) of
the non-provisional patent applications identified in (a) and (b), above to the extent that claims of such continuations-in-part
are entitled to claim priority to at least one of the patent applications
identified in (a) or (b), above; (d) all reissues, reexaminations, extensions, and foreign counterparts
of any of the patents or patent applications identified in (a), (b) or (c), above; and (e) any patents that issue with
respect to any of the patent applications
listed in (a), (b) , (c) or (d), above.  From time to time during the term of the Agreement, upon written agreement
by both Parties, Licensee and Licensor shall update the list of all patent applications and patents within the Patent Rights.


 


"Phase
I Clinical Trial" means a controlled human clinical study that would satisfy the requirements of 21 CFR 312.21(a), designed
to provide evidence of safety and tolerability, metabolism, and pharmacological activity, the adverse experiences associated with
increasing doses, and, possibly, early evidence of efficacy of a Compound. Any clinical study in healthy volunteers is a Phase
I Clinical Study.


 


"Phase
II Clinical Trial" means a controlled human clinical study that would satisfy the requirements of 21 CFR 312.21(b), conducted
to study the effectiveness and establish the dose range of a Product for a particular Indication in patients with the disease
or condition under study, including a Phase IIA Clinical Study or Phase IIB Clinical Study.


 


"Phase
IIA Clinical Trial" means a relatively small Phase II Clinical Study designed to study the effectiveness of a particular
Product against placebo or other positive controls for a particular indication in patients with the disease or condition under
study, including narrowing the optimal dose, the potential utility, and common short-term side effects of the Product.


 


"Phase
IIB Clinical Trial" means a relatively longer and larger Phase II Clinical Study designed to study the effectiveness
of different doses of a particular Product against placebo or other positive controls for a particular Indication in patients
with the disease or condition under study, which is determined by the PDC to be a Phase IIB Clinical Study.


 


"Phase
III Clinical Trial" means a large, controlled or uncontrolled Clinical Study that would satisfy the requirements of 21
CFR 312.21(c), intended to gather the additional information about effectiveness and safety that is needed to evaluate the overall
benefit-risk relationship of the drug and to provide an adequate basis for physician labeling.


 


“Prosecution
Counsel” means the law firm or attorney who is handling the prosecution of the Patent Rights. Prosecution Counsel as
of the Effective Date is identified in Section 1 of the Patent & Technology License Agreement.


 


“Quarterly Payment
Deadline” means the day that is thirty (30) days after the last day of any particular Contract Quarter.


 




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 Licensor: Ohio State Innovation Foundation	CONFIDENTIAL 
 EXHIBIT A	Exclusive License (Life Sciences)
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“Regulatory Approval”
means the approval needed by the Regulatory Authority for a particular national jurisdiction to market, Sell and use a Licensed
Product or Licensed Service in that national jurisdiction.


 


“Regulatory Authority”
means the governmental authority responsible for granting any necessary licenses or approvals for the marketing, Sale and use
of a Licensed Product or Licensed Service in a particular national jurisdiction, including without limitation FDA, European Medicines
Agency or Koseisho (i.e., the Japanese Ministry of Health and Welfare).


 


“Sell, Sale
or Sold” means any transfer or other disposition of Licensed Products or Licensed Services for which consideration is
received by Licensee, its Affiliates or Sublicensees. A Sale of Licensed Products or Licensed Services will be deemed completed
at the time Licensee or its Affiliate or its Sublicensee receives such consideration.


 


“Sublicense Agreement”
means any agreement or arrangement pursuant to which Licensee (or an Affiliate or Sublicensee) grants to any third party any of
the license rights granted to the Licensee under the Agreement.


 


“Sublicense Fee”
means the fee specified in Section 3.1(e) of the Patent & Technology License Agreement.


 


“Sublicensee”
means any entity to which an express sublicense has been granted under the Patent Rights and/or Technology Rights. For clarity,
a third party wholesaler or distributor who has no significant responsibility for marketing and promotion of the Licensed Product
or Licensed Services within its distribution territory or field (i.e., the third party simply functions as a reseller), and who
does not pay any consideration to Licensee or an Affiliate for such wholesale or distributor rights, shall not be deemed a Sublicensee;
and the resale by such a wholesaler or distributor shall not be treated as royalty bearing Net Sales by a Sublicensee provided
that a royalty is being paid by Licensee for the initial transfer to the wholesaler or distributor pursuant to Section 3.2. This
definition does not limit Licensee’s rights to grant or authorize sublicenses under the Agreement.


 


“Technology Rights”
means Licensor’s rights in technical information, know-how, processes, procedures, compositions, devices, methods, formulas,
protocols, techniques, designs, drawings or data created before the Effective Date by Inventors while employed at The Ohio State
University (“OSU”) and within the Field of Use which are not Covered By any claim or claims included within the Patent
Rights, but which are either (1) directly related to the Tech ID listed in Section 1 of the Patent & Technology License Agreement
or (2) necessary for practicing inventions claimed in patents and/or patent applications listed in the definition of Patent Rights
whether outstanding, expired or abandoned.


 


“Territory”
means the territory so indicated as the Territory in Section 1 of the Patent & Technology License Agreement.


 


		2.	License Grant and Commercialization



 


		2.1	Grant



 


		(a)	Licensor grants to Licensee
a royalty-bearing exclusive license under Patent Rights to manufacture, have manufactured, distribute, have distributed, use,
offer for Sale, Sell, lease, loan and/or import Licensed Products in the Field of Use in the Territory and to perform Licensed
Services in the Field of Use in the Territory.



 




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 Licensor: Ohio State Innovation Foundation	CONFIDENTIAL 
 EXHIBIT A	Exclusive License (Life Sciences)
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		(b)	Licensor grants to Licensee
a royalty-bearing non- exclusive sublicense under Technology Rights to manufacture, have manufactured, distribute, have distributed,
use, offer for Sale, Sell, lease, loan and/or import Licensed Products in the Field of Use in the Territory and to perform Licensed
Services in the Field of Use in the Territory.



 


		(c)	This grant is subject to (i) the
payment by Licensee to Licensor of all consideration required under the Agreement, (ii) any rights of, or obligations to, the
Government as set forth in Section 11.2 (Government Rights), and (iii) rights retained by Licensor to:



 


		(1)	Publish the scientific findings
from research related to the Patent Rights; and



 


		(2)	Use the Licensed Subject Matter
for teaching, research, patient care, education, and other educationally-related purposes; and



 


		(3)	Grant
rights to, and transfer material embodiments of, the Licensed Subject Matter to other academic institutions or non-profit research
institutions for the purposes identified in clauses (1) and (2) above.



 


(d)          Licensor
reserves all rights not expressly granted in the Agreement including, but not limited to, any other licenses, implied or otherwise,
to any patents or other rights of Licensor, regardless of whether such patents or other rights are dominant or subordinate to
any rights expressly granted in the Agreement, or are required to exploit any rights expressly granted in the Agreement.


 


		2.2	Affiliates



Licensee may extend the
license granted herein to any Affiliate provided that the Affiliate agrees in writing to be bound by the Agreement to the same
extent as Licensee.  For the sake of clarity, any specific reference to “Licensee” herein shall include such
Affiliate regardless of whether a specific reference to an “Affiliate” is made in such provision. Licensee agrees
to deliver such written agreement to Licensor within thirty (30) calendar days following execution.


 


		2.3	Sublicensing



Licensee has the right to
grant Sublicense Agreements under the Licensed Subject Matter consistent with the terms of the Agreement, subject to the following:


 


		(a)	A Sublicense Agreement shall
not exceed the scope and rights granted to Licensee hereunder. Sublicensee must agree in writing to be bound by the applicable
terms and conditions of the Agreement and shall indicate that Licensor is a third party beneficiary of the Sublicense Agreement.
In the event of termination of this Agreement, continued sublicense rights shall be governed by Section 7.5(a) (Effect of Termination).
Licensee has no right to grant a Sublicensee the right to grant further sub-Sublicense Agreements.



 


		(b)	Licensee shall deliver to
Licensor a true, complete, and correct copy of each Sublicense Agreement granted by Licensee, Affiliate or Sublicensee, and any
modification or termination thereof, within thirty (30) days following the applicable execution, modification, or termination
of such Sublicense Agreement. All Sublicense Agreements will be in English.



 




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		(c)	Notwithstanding any such Sublicense
Agreement, Licensee will remain primarily liable to Licensor for all of the Licensee’s duties and obligations contained
in the Agreement, including without limitation the payment of running royalties due under Section 3.2 whether or not paid to Licensee
by a Sublicensee. Any act or omission of a Sublicensee that would be a breach of the Agreement if performed by Licensee will be
deemed to be a breach by Licensee. Each Sublicense Agreement will contain a right of termination by Licensee in the event that
the Sublicensee breaches the payment or reporting obligations affecting Licensor or any other terms and conditions of the Sublicense
Agreement that would constitute a breach of the Agreement if such acts were performed by Licensee.



 


		2.4	Diligent Commercialization



Licensee by itself or through
its Affiliates and Sublicensees will use diligent efforts to implement the Commercialization Plan and make Licensed Products and/or
Licensed Services (as applicable) commercially available in the Field of Use within the Territory. Without limiting the foregoing,
Licensee will


 


		(a)	maintain a bona fide, funded,
ongoing and active research, development, manufacturing, regulatory, marketing or sales program (all as commercially reasonable)
to make License Products and/or Licensed Services commercially available to the public as soon as commercially practicable, and



 


		(b)	fulfill the milestone events
specified in Section 2.4 of the Patent & Technology License Agreement by the deadlines indicated therein.



 


If the obligations under
this Section 2.4 are not fulfilled, Licensor may treat such failure as a breach in accordance with Section 7.3(b).


 


		3.	Compensation



 


In consideration of rights
granted to Licensee, Licensee will pay Licensor the following fees and royalties. All fees and royalties are not refundable and
are not creditable against other fees and royalties. Each payment will reference the Patent & Technology License Agreement
number and will be sent to Licensor’s payment and accounting contact in Section 18 (Notices) of the Patent & Technology
License Agreement.


 


		3.1	Non-Royalty Payments due
from Licensee



 


		(a)	Patent Expenses. Licensee
will reimburse Licensor for the past patent expenses stated in Section 3.1(a) of the Patent & Technology License Agreement
within fifteen (15) days after the Effective Date. The stated amount is the current estimate for past patent expenses based on
invoices received by the Licensor through the stated date. Licensee’s obligations to pay all past and future patent expenses
pursuant to Section 6 (Patent Expenses and Prosecution) will not be limited by such amount.



 


		(b)	Milestone Fees. Licensee
will pay Milestone Fees indicated in Section 3.1(b) of the Patent & Technology License Agreement by the Quarterly Payment
Deadline for the Contract Quarter in which the milestone events set forth in Section 3.1(b) of the Patent & Technology License
Agreement are achieved.



 




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		(c)	Upfront Fee. Licensee
will pay the amount of the Upfront Fee set forth in Section 3.1(c) of the Patent & Technology License Agreement on the dates
indicated in Section 3.1(c) of the Patent & Technology License Agreement.



 


		(d)	License Maintenance Fees.
Licensee will pay license fees in the amounts set forth in Sections 3.1(d) of the Patent & Technology License Agreement in
accordance with the stated schedule.



 


		(e)	Sublicense Fees. Licensee
will pay Sublicense Fees indicated in Section 3.1(e) of the Patent & Technology License Agreement on or before the Quarterly
Payment Deadline for the Contract Quarter.



 


		(f)	Assignment Fee. Licensee
will pay the assignment fee set forth in Section 3.1(f) of the Patent & Technology License Agreement within fifteen (15) days
of the assignment of the Agreement.



 


		(g)	Sales Milestones. Licensee
will pay the Sales Milestone fees set forth in Section 3.1(g) of the Patent & Technology License Agreement in accordance with
the sales milestone events set forth in Section 3.1(g) of the Patent & Technology License Agreement by the Quarterly Payment
Deadline for the Contract Quarter in which the milestone events set forth in Section 3.1(g) of the Patent & Technology License
Agreement are achieved.



 


		3.2	Royalties



Licensee will pay running
royalties on Net Sales in each Contract Quarter on or before the Quarterly Payment
Deadline for such Contract Quarter, as follows: (a) at the rate set forth in Section
3.2(a) of the Patent & Technology License Agreement on Net Sales in each Contract Quarter for Licensed Products and Licensed
Services Covered By any claim or claims included within the Patent Rights; and
(b) at the rate set forth in Section 3.2(b) of the Patent & Technology License Agreement on Net Sales in each Contract Quarter
for Licensed Products and Licensed Services not Covered By any claim or claims included within the Patent Rights.
No royalty shall be payable under this Section 3.2 with respect to (i) Sales to an Affiliate or Sublicensee of a particular
unit of Licensed Product that is used by such Affiliate or Sublicensee to perform a Licensed Service if Licensor is paid a royalty
on the Sale of such Licensed Service, (ii) the Sale of Licensed Products between or among Licensee, its Affiliates, and Sublicensees
for re-sale purposes, provided Licensor is paid a royalty with respect to the re-sale, or (iii) payments that constitute Non-Royalty
Sublicensing Consideration.


 


		3.3	Minimum Royalties



If royalties paid to Licensor
do not reach the minimum royalty amounts stated in Section 3.3 of the Patent & Technology License Agreement for the specified
periods, Licensee will pay Licensor on or before the Quarterly Payment Deadline for the last Contract Quarter in the stated period
an additional amount equal to the difference between the stated minimum royalty amount and the actual royalties paid to Licensor.


 


		3.4	Non-cash Consideration



If Licensee receives or
anticipates receipt of non-cash consideration from Sales or Sublicenses, the manner in which Licensor will receive its compensation
under the Agreement with respect to such non-cash consideration will be negotiated in good faith and timely agreed to by the Parties.


 




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		4.	Reports and Plans



 


The reports specified
in this Section 4 will be sent to Licensor’s payment and reporting contact identified in Section 18 (Notices) of the Patent
& Technology License Agreement. If Licensor requests to have information submitted in a particular format, Licensee will use
reasonable efforts to comply with such request.


 


		4.1	Quarterly Payment and Milestone
Reports



On or before each Quarterly
Payment Deadline, Licensee will deliver to Licensor a true and accurate report, certified by an officer of Licensee, giving such
particulars of the business conducted by Licensee, its Affiliates and its Sublicensees (including copies of reports provided by
Sublicensees and Affiliates to Licensee) during the preceding Contract Quarter under the Agreement as necessary for Licensor to
account for Licensee’s payments, including royalties, hereunder, even if no payments are due. The reports shall continue
to be delivered after the termination or expiration of the Agreement until such time as all Licensed Products permitted to be
Sold after termination or expiration have been Sold or destroyed. The report shall include:


 


		(a)	The name of the Licensee,
the Patent & Technology License Agreement number, and the period covered by the report;






 





		(b)	The name of any Affiliates
and Sublicensees whose activities are also covered by the report;









 


		(c)	Identification of each Licensed
Product and Licensed Service for which any royalty payments have become payable;









 


		(d)	Net Sales segregated on a
product-by-product basis, and a country-by-country basis, or an affirmative statement that no Sales were made. The report shall
also itemize the permitted deductions from the Gross Consideration used to arrive at the resulting Net Sales, on a product-by-product
and country-by-country basis;




 


		(e)	The applicable royalty rate;



  


		(f)	An affirmative statement of
whether any milestones with deadlines in that Contract Quarter under Section 2.4 and any milestones under Section 3.1(b) were
met or not, and the resulting Milestone Fee payable;



  


		(g)	Non-Royalty Sublicensing Consideration
received by Licensee segregated on a Sublicense-by-Sublicense basis, or an affirmative statement that none was received;



  


		(h)	If any consideration was received
in currencies other than U.S. dollars, the report shall describe the currency exchange calculations; and



  


		(i)	Any changes in accounting
methodologies used to account for and calculate the items included in the report since the previous report.



 


		4.2	Annual Written Progress
Report and Commercialization Plan



Within forty five (45) days
following the end of each Contract Year, Licensee will deliver to Licensor a true and accurate signed written progress report,
that summarizes (i) Licensee’s efforts and accomplishments during the Contract Year to diligently commercialize Licensed
Products and Licensed Services, and (ii) Licensee’s development and commercialization plans with respect to Licensed Products
and Licensed Services for the next Contract Year. The report shall also cover such activities by Affiliates and Sublicensees.
The report shall contain the following information to the extent relevant to the activities under the Agreement:


 




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		(a)	The name of the Licensee,
the Patent & Technology License Agreement number, the names of any Affiliates and Sublicensees, and the products and services
being developed and/or commercialized;



 


		(b)	The progress toward completing
and the plans for completing the applicable milestone events pursuant to Sections 2.4 and 3.1(b); and



   


		(c)	The research and development
activities, including status and plans for obtaining any necessary Regulatory Approvals, performed during the past year, and the
plans for research and development activities for the next year.



 


		4.3	Government and Economic
Development Reporting



If Licensor requests, Licensee
will provide information for Licensor’s Government and economic development reporting purposes, including the following:


 


		(a)	Number and geographic location
of new full-time employees created during the past Contract Year; total number and geographic location of full-time employees
of Licensee at the end of such Contract Year;









 


		(b)	Dollar amount of new equity
financing received by Licensee during the past Contract Year, and current capitalization, including number and class of outstanding
securities;









 


		(c)	Location and square footage
of facilities; and









 


		(d)	Other information required
under Federal and state law.









 


This information shall be
treated as Licensee’s Confidential Information; provided that Licensor is entitled to combine such information with similar
information from other Licensor licensees and publicly report such combined aggregate information, without identifying Licensee’s
separate specific applicable numbers. If and when Licensee has more than two hundred (200) full-time employees, then no further
economic development reports will be required from Licensee.


 


		5.	Payment, Records, and Audits



 


		5.1	Payments



All
amounts referred to in the Patent & Technology License Agreement are expressed in U.S. dollars without deductions for taxes,
assessments, fees, or charges of any kind. Each payment will reference the agreement number set forth at the beginning of the
Patent & Technology License Agreement. All payments to Licensor will be made in U.S. dollars by check or wire transfer (Licensee
to pay all wire transfer fees) payable to the payee identified in Section 18 of the Patent & Technology License Agreement
and sent to the payment and reporting contact in Section 18 (Notices) of the Patent & Technology License Agreement.


 




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		5.2	Sales Outside the U.S.



If any currency conversion
shall be required in connection with the calculation of payments hereunder, such conversion shall be made using the rate used
by Licensee for its financial reporting purposes in accordance with Generally Accepted Accounting Principles (or foreign equivalent)
or, in the absence of such rate, using the average of the buying and selling exchange rate for conversion between the foreign
currency and U.S. Dollars, for current transactions as reported in The Wall Street Journal on the last business day of
the Contract Quarter to which such payment pertains. Licensee may not make any tax withholdings from payments to Licensor, but
Licensor agrees to supply to Licensee, upon written request, appropriate evidence from appropriate U.S. governmental agencies
showing that Licensor is a resident of the United States of America for purposes of the U.S. income tax laws and is tax-exempt
under such income tax laws. 


 


		5.3	Late Payments



Amounts that are not paid
when due will accrue a late charge from the due date until paid, at a rate equal to 1.0% per month (or the maximum allowed by
law, if less).


 


		5.4	Records



For a period of six (6)
years after the Contract Quarter to which the records pertain, Licensee agrees that it and its Affiliates and Sublicensees will
each keep complete and accurate records of their Sales, Net Sales, Milestone Fees, and Non-Royalty Sublicensing Consideration
in sufficient detail to enable such payments to be determined and audited.


 


		5.5	Auditing



Licensee and its Affiliates
will permit Licensor or its representatives, at Licensor’s expense, to periodically examine books, ledgers, and records
during regular business hours, at Licensee’s or its Affiliate’s place of business, on at least thirty (30) days advance
notice, to the extent necessary to verify any payment or report required under the Agreement. For each Sublicensee, Licensee shall
obtain such audit rights for Licensor or itself. If Licensee obtains such audit rights for itself, it will promptly conduct an
audit of the Sublicensee’s records upon Licensor’s request, and Licensee will furnish to Licensor a copy of the findings
from such audit. No more than one audit of Licensee, each Affiliate, and each Sublicensee shall be conducted under this Section 5.5
in any calendar year. If any amounts due Licensor have been underpaid, then Licensee shall immediately pay Licensor the amount
of such underpayment plus accrued interest due in accordance with Section 5.3. If the amount of underpayment is equal to
or greater than 5% of the total amount due for the records so examined, Licensee will pay the cost of such audit. Such audits
may, at Licensor’s sole discretion, consist of a self-audit conducted by Licensee at Licensee’s expense and certified
in writing by an authorized officer of Licensee. All information examined pursuant to this Section 5.5 shall be deemed to
be the Confidential Information of the Licensee.


 


		6.	Patent Expenses and Prosecution



 


		6.1	Patent Expenses



Licensee shall pay for all
past documented, out-of-pocket expenses incurred by Licensor for filing, prosecuting, defending and maintaining Patent Rights
and related patent searches through the Effective Date of the Agreement, including those identified in Section 3.1(a) of the Patent
& Technology License Agreement, and all such future expenses incurred by Licensor, for so long as, and in such countries as
the Agreement remains in effect. Licensee will pay all patent expenses (except for the payment called for under Section 3.1(a)),
including past expenses that have not been invoiced as of the date indicated in Section 3.1(a) of the Patent & Technology
License Agreement and future expenses, within thirty (30) days after Licensee’s receipt of an invoice. At the election of
Licensor, Licensee will either pay Prosecution Counsel directly for patent expenses or will reimburse Licensor for such patent
expenses. Patent expense payment delinquencies (whether owed directly to Prosecution Counsel or to Licensor) will be considered
a payment default under Section 7.3(a).


 




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		6.2	Direction of Prosecution



Licensor will confer with
Licensee to develop a strategy for the prosecution and maintenance of Patent Rights. Licensor will request that copies of all
documents prepared by the Prosecution Counsel for submission to governmental patent offices be provided to Licensee for review
and comment prior to filing, to the extent practicable under the circumstances. At its discretion, Licensor may allow Licensee
to instruct Prosecution Counsel directly, provided, that (a) Licensor will maintain final authority in all decisions regarding
the prosecution and maintenance of the Patent Rights, (b) Licensor may revoke this authorization to instruct Prosecution Counsel
directly at any time, and (c) the Prosecution Counsel remains counsel to the Licensor with an appropriate contract (and shall
not jointly represent Licensee unless requested by Licensee and approved by Licensor, and an appropriate engagement letter and
conflict waiver are in effect). If Licensee wishes to instruct Prosecution Counsel directly or change Prosecution Counsel, Licensee
may request to do so by following the Licensor’s procedures for such. Licensor reserves in its sole discretion the ability
to change Prosecution Counsel and to approve or disapprove any requested changes by Licensee. The Parties agree that they share
a common legal interest to get valid enforceable patents and that Licensee will maintain as privileged all information received
pursuant to this Section.


 


		6.3	Ownership



All patent applications
and patents will be in the name of Licensor (and any co-owner identified in Section 1 of the Patent & Technology License Agreement)
and owned by Licensor (and such co-owner, if any). No payments due under the Agreement will be reduced as the result of co-ownership
interests in the Patent Rights by Licensee or any other party.


 


		6.4	Foreign Filings



In addition to the U.S.,
the Patent Rights shall, subject to applicable bar dates, be pursued in such foreign countries as Licensee so designates in writing
to Licensor in sufficient time to reasonably enable the preparation of such additional filings, and in those foreign countries
in which Licensor has filed applications prior to the Effective Date. If Licensee does not choose to pursue patent rights in a
particular foreign country and Licensor chooses to do so, Licensee shall so notify Licensor and thereafter said patent application
or patent shall no longer be included in the Patent Rights and Licensee shall have no further rights thereto. Licensor shall have
the right to make alternative arrangements with Licensee for upfront payment of foreign patent expenses.


 


		6.5	Withdrawal from Paying
Patent Costs



If at any time Licensee
wishes to cease paying for any costs for a particular Patent Right or for patent prosecution in a particular jurisdiction, Licensee
must give Licensor at least ninety (90) days prior written notice and Licensee will continue to be obligated to pay for the patent
costs which reasonably accrue during said notice period. Thereafter, said patent application or patent shall no longer be included
in the Patent Rights and Licensee shall have no further rights thereto.


 


		6.6	U.S. Patent and Trademark
Office Entity Size Status



Licensee represents that
as of the Effective Date the entity size status of Licensee in accordance with the regulations of the U.S. Patent and Trademark
Office is as set forth in Section 1 of the Patent & Technology License Agreement. Licensee will inform Licensor in writing
on a timely basis of any change in its U.S. Patent and Trademark Office entity size status.


 




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		7.	Term and Termination



 


		7.1	Term



Unless earlier terminated
as provided herein, the term of the Agreement will commence on the Effective Date and continue until the last date of expiration
or termination of the Patent Rights, or if Technology Rights are licensed and no Patent Rights are applicable, for a term of 20
years.


 


		7.2	Termination by Licensee



Licensee,
at its option, may terminate the Agreement by providing Licensor written notice of intent to terminate, which such termination
effective will be ninety (90) days following receipt of such notice by Licensor.


 


		7.3	Termination by Licensor



Licensor,
at its option, may immediately terminate the Agreement, or any part of Licensed Subject Matter, or any part of Field of Use, or
any part of Territory, or the exclusive nature of the license grant, upon delivery of written notice to Licensee of Licensor’s
decision to terminate, if any of the following occur:


 


		(a)	Licensee becomes in arrears
in any payments due under the Agreement, and Licensee fails to make the required payment within thirty (30) days after delivery
of written notice from Licensor; or



 


		(b)	Licensee is in breach of any
non-payment provision of the Agreement, and does not cure such breach within ninety (90) days after delivery of written notice
from Licensor; or



 


		(c)	Licensor delivers notice to
Licensee of three or more actual breaches of the Agreement in any 12-month period, even in the event that Licensee cures such
breaches in the allowed period; or



 


		(d)	Licensee or its Affiliate
or Sublicensee initiates any proceeding or action to challenge the validity, enforceability, or scope of one or more of the Patent
Rights, or assist a third party in pursuing such a proceeding or action.



 


		7.4	Other Conditions of Termination



The
Agreement will terminate:


 


		(a)	Immediately without the necessity
of any action being taken by Licensor or Licensee, (i) if Licensee files a bankruptcy action or becomes bankrupt or insolvent,
or (ii) Licensee’s Board of Directors elects to liquidate its assets or dissolve its business, or (iii) Licensee ceases
its business operations, or (iv) Licensee makes an assignment for the benefit of creditors, or (v) if the business or assets of
Licensee are otherwise placed in the hands of a receiver, assignee or trustee, whether by voluntary act of Licensee or otherwise;
or



 


		(b)	At any time by mutual written
agreement between Licensee and Licensor.



 


		7.5	Effect of Termination



If
the Agreement is terminated for any reason:


 




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		(a)	All rights and licenses of
Sublicensees shall terminate upon termination of the Agreement; provided however, if the Sublicense Agreement is for all of the
Field of Use for all of the Territory, and the Sublicensee is in good standing and agrees in writing to assume all of the obligations
of Licensee and provides Licensor with written notice thereof within thirty (30) days after termination of the Agreement, then
such Sublicense Agreement shall survive; and



 


		(b)	Licensee shall cease making,
having made, distributing, having distributed, using, selling, offering to sell, leasing, loaning and importing any Licensed Products
and performing Licensed Services by the effective date of termination; and



 


		(c)	Licensee shall tender payment
of all accrued royalties and other payments due to Licensor as of the effective date of termination; and



 


		(d)	Nothing in the Agreement will
be construed to release either Party from any obligation that matured prior to the effective date of termination; and



 


		(e)	The provisions of Sections
8 (Confidentiality), 9 (Infringement and Litigation), 11 (Representations and Disclaimers), 12 (Limit of Liability), 13 (Indemnification),
14 (Insurance), 17 (Use of Name), 18 (Notices), and 19 (General Provisions) will survive any termination or expiration of the
Agreement. In addition, the provisions of Sections 3 (Compensation), 4.1 (Quarterly Payment and Milestone Reports), 5 (Payment,
Records and Audits), and 6.1 (Patent Expenses) shall survive with respect to all activities and payment obligations accruing prior
to the termination or expiration of the Agreement.



 


		8.	Confidentiality



 


		8.1	Definition



“Confidential Information”
means all information that is of a confidential and proprietary nature to Licensor or Licensee and provided by one Party to the
other Party under the Agreement.


 


		8.2	Protection and Marking



Licensor and Licensee each
agree that all Confidential Information disclosed in tangible form, and marked “confidential” and forwarded to one
by the other, or if disclosed orally, is designated as confidential at the time of disclosure: (i) is to be held in strict confidence
by the receiving Party, (ii) is to be used by and under authority of the receiving Party only as authorized in the Agreement,
and (iii) shall not be disclosed by the receiving Party, its agents or employees without the prior written consent of the disclosing
Party or as authorized in the Agreement. Licensee has the right to use and disclose Confidential Information of Licensor reasonably
in connection with the exercise of its rights under the Agreement, including without limitation disclosing to Affiliates, Sublicensees,
potential investors, acquirers, and others on a need to know basis, if such Confidential Information is provided under conditions
which reasonably protect the confidentiality thereof. Each Party’s obligation of confidence hereunder includes, without
limitation, using at least the same degree of care with the disclosing Party’s Confidential Information as it uses to protect
its own Confidential Information, but always at least a reasonable degree of care.


 




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		8.3	Confidentiality of Terms
of Agreement



Each Party agrees not to
disclose to any third party the terms of the Agreement without the prior written consent of the other Party hereto, except each
Party may disclose the terms of the Agreement: (a) to advisors, actual or potential Sublicensees, acquirers or investors, and
others on a need to know basis, in each case, under appropriate confidentiality obligations substantially similar to those of
this Section 8; and (b) to the extent necessary to comply with applicable laws and court orders (including, without limitation,
Ohio Public Records laws, as may be amended from time to time, other open records laws, decisions and rulings, and securities
laws, regulations and guidance). If the Agreement is not for all fields of use, then Licensor may disclose the Field of Use to
other potential third party licensees. Notwithstanding the foregoing, the existence of the Agreement shall not be considered Confidential
Information.


 


		8.4	Disclosure Required by
Court Order or Law



If the receiving Party is
required to disclose Confidential Information of another Party hereto, or any terms of the Agreement, pursuant to the order or
requirement of a court, administrative agency, or other governmental body or applicable law, the receiving Party may disclose
such Confidential Information or terms to the extent required, provided that the receiving Party shall use reasonable efforts
to provide the disclosing Party with reasonable advance notice thereof to enable the disclosing Party to seek a protective order
and otherwise seek to prevent such disclosure. To the extent that Confidential Information so disclosed does not become part of
the public domain by virtue of such disclosure, it shall remain Confidential Information protected pursuant to Section 8.


 


		8.5	Copies



Each Party agrees not to
copy or record any of the Confidential Information of the other Party, except as reasonably necessary to exercise its rights or
perform its obligations under the Agreement, and for archival and legal purposes.


 


		8.6	Continuing Obligations



Subject to the exclusions
listed in Section 8.7, the Parties’ confidentiality obligations under the Agreement will survive termination of the Agreement
and will continue for a period of three (3) years thereafter.


 


		8.6	Exclusions



Information shall not be
considered Confidential Information of a disclosing Party under the Agreement to the extent that the receiving Party can establish
by competent written proof that such information:


 


		(a)	Was in the public domain at
the time of disclosure; or



 


		(b)	Later became part of the public
domain through no act or omission of the recipient Party, its employees, agents, successors or assigns in breach of the Agreement;
or



 


		(c)	Was lawfully disclosed to
the recipient Party by a third party having the right to disclose it not under an obligation of confidentiality; or



 


		(d)	Was already known by the recipient
Party at the time of disclosure; or



 


		(e)	Was independently developed
by the recipient Party without use of the disclosing Party’s Confidential Information.



 




    	{00182033-1}Licensee: Microlin Bio, Inc.
 Licensor: Ohio State Innovation Foundation	CONFIDENTIAL 
 EXHIBIT A	Exclusive License (Life Sciences)
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		8.8	Copyright Notice



The placement of a copyright
notice on any Confidential Information will not be construed to mean that such information has been published and will not release
the other Party from its obligation of confidentiality hereunder.


 


		9.	Infringement and Litigation



 


		9.1	Notification



If either Licensor’s
designated office for technology commercialization or Licensee becomes aware of any infringement or potential infringement of
Patent Rights, each Party shall promptly notify the other of such in writing.


 


		9.2	Licensee’s Enforcement
Rights



Licensee shall enforce the
Patent Rights against any infringement by a third party in the Field in the Territory.  Licensee shall be responsible for
payment of all fees and expenses associated with such enforcement incurred by Licensee and incurred by Licensor in providing
cooperation or joining as a party as provided in Section 9.4.  Any monetary recovery for actual damages or punitive damages,
in excess of Licensee’s documented, third-party expenses in enforcing the Patent Rights and amounts actually reimbursed
by Licensee to Licensor under this Section 9.2 shall be shared by Licensee with Licensor in the same manner as Non-Royalty Sublicensing
Consideration.


 


		9.3	Licensor’s Enforcement
Rights



If Licensee does not file
suit within six (6) months after a written request by Licensor to initiate an infringement action, then Licensor shall have the
right, at its sole discretion, to bring suit to enforce any Patent Right licensed hereunder against the infringing activities,
with Licensor retaining all recoveries from such enforcement. If Licensor pursues such infringement action, Licensor may, as part
of the resolution of such efforts, grant non-exclusive license rights to the alleged infringer notwithstanding Licensee’s
exclusive license rights.


 


		9.4	Cooperation between Licensor
and Licensee



In any infringement suit
or dispute, the Parties agree to cooperate fully with each other. At the request of the Party bringing suit, the other Party will
permit reasonable access after reasonable advance notice to all relevant personnel, records, papers, information, samples, specimens,
etc., during regular business hours.


 


If it is necessary to name
Licensor as a party in such action, then Licensee must first obtain Licensor’s and the Ohio Attorney General’s prior
written permission, which permission shall not be unreasonably withheld, provided that Licensor shall have reasonable prior input
on choice of counsel on any matter where such counsel represents Licensor, and Licensee and such counsel agree to follow all required
procedures of the Ohio Attorney General regarding retention of outside counsel for state entities.


 


		9.5	Contest of Validity



 


(a)          In
the event Licensee or its Sublicensee(s) (or a third party on its behalf) files any action contesting the validity or enforceability
of any Patent Rights and the provision in Section 7.3(d) is unenforceable, the Licensee (or its Sublicensee(s), if such Sublicensee
filed the action) shall pay a royalty rate of one and a half (1.5) times the royalty rate specified in Section 3.2 for all Net
Sales. Moreover, should the outcome of such contest determine that any claim of the Patent Rights challenged is both valid and
would be infringed by a Licensed Product, Licensed Process, or Licensed Service sold by Licensee (or its Sublicensee(s) if such
Sublicensee filed the action), if not for the license granted by this Agreement, Licensee (or its Sublicensee(s), if such Sublicensee
filed the action) shall thereafter, and for the remaining term of this Agreement, pay a royalty rate of two (2) times the royalty
rate specified in Section 3.2 for all Net Sales.


 




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 Licensor: Ohio State Innovation Foundation	CONFIDENTIAL 
 EXHIBIT A	Exclusive License (Life Sciences)
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(b)          In
the event that Licensee or its Sublicensee(s) contests the validity or enforceability of any Patent Rights during the term of
this Agreement, Licensee agrees (and shall require its Sublicensee(s) to agree) to pay to Licensor all royalties due under the
Agreement during the period of challenge. For the sake of clarity, such amounts shall not be paid into any escrow or other account,
but directly to Licensor, and shall not be refunded.


 


(c)          In
the event that a validity or non-infringement challenge of any Patent Rights brought by Licensee is successful, Licensee shall
have no right to recoup any royalties paid before or during the period challenge.


 


		10.	Export Compliance



 


10.1         Licensee
shall observe all applicable United States and foreign laws and regulations with respect to the research, development, manufacture,
marketing and transfer of Licensed Products and related technical data, including, without limitation, the International Traffic
in Arms Regulations (ITAR) and the Export Administration Regulation (collectively, the “Export Laws”). To this end,
Licensee shall take all actions necessary to comply with the Export Laws. Licensee hereby represents and covenants that Licensee:


 


		(i)	Is neither a national of nor
controlled by a national of any country to which the United States prohibits the export or re-export of goods, services, or technology;



 


		(ii)	Is not a person specifically
designated as ineligible to export from the United States or deal in U.S.-origin goods, services, or technologies;



 


		(iii)	Shall not export or re-export,
directly or indirectly, any goods, services, or technology, to any country or person (including juridical persons) to which the
United States prohibits the export of goods, technology or services; and



 


		(iv)	In the event that a United
States government license or authorization is required for an export or re-export of goods, services, or technology (including
technical information acquired from Licensor under this Agreement and/or any products created by using such technical information
or any part thereof), the Licensee shall obtain any necessary United States government license or other authorization prior to
undertaking the export or re-export.



 


Licensee shall include
a provision in its agreements, substantially similar to this Section 10, with its Sublicensees, third party wholesalers and distributors,
and physicians, hospitals or other healthcare providers who purchase a Licensed Product, requiring that these parties comply with
all then-current applicable export laws and regulations and other applicable laws and regulations.


 




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 Licensor: Ohio State Innovation Foundation	CONFIDENTIAL 
 EXHIBIT A	Exclusive License (Life Sciences)
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		11.	Representations and Disclaimers



 


		11.1	Licensor Representations



Except for the rights, if
any, of the Government as set forth in Section 11.2, Licensor represents and warrants to Licensee that to the knowledge of Licensor’s
designated office for technology commercialization (i) Licensor is the owner or agent of the entire right, title, and interest
in and to Patent Rights (other than the right, title and interest of any joint owner identified in Section 1 of the Patent &
Technology License Agreement), (ii) Licensor has the right to grant the license and sublicense hereunder, and (iii) Licensor has
not knowingly granted and will not knowingly grant licenses or other rights under the Patent Rights that are in conflict with
the terms and conditions in the Agreement.


 


		11.2	Government Rights



Licensee understands that
Licensed Subject Matter may have been developed under a funding agreement with Government and, if so, that Government may have
certain rights relative thereto. The Agreement is made subject to the Government’s rights under any such agreement and under
any applicable Government law or regulation. To the extent that there is a conflict between any such agreement, such applicable
law or regulation and the Agreement, the terms of such Government agreement, and applicable law or regulation, shall prevail.
Licensee agrees that, to the extent required by U.S. laws and regulations, Licensed Products used or Sold in the U.S. will be
manufactured substantially in the U.S., unless a written waiver is obtained in advance from the U.S. Government.


 


		11.3	Licensor Disclaimers



EXCEPT AS SPECIFICALLY SET
FORTH IN SECTION 11.1, LICENSEE UNDERSTANDS AND AGREES THAT LICENSOR MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS
OR IMPLIED, INCLUDING, WITHOUT LIMITATION, AS TO THE LICENSED PRODUCTS OR LICENSED SERVICES, OR AS TO THE OPERABILITY OR FITNESS
FOR ANY USE OR PARTICULAR PURPOSE, MERCHANTABILITY, SAFETY, EFFICACY, APPROVABILITY BY REGULATORY AUTHORITIES, TIME AND COST OF
DEVELOPMENT, PATENTABILITY, NONINFRINGEMENT, AND/OR BREADTH OF PATENT RIGHTS. LICENSOR MAKES NO REPRESENTATION AS TO WHETHER ANY
CLAIM OR PATENT WITHIN PATENT RIGHTS IS VALID, OR AS TO WHETHER THERE ARE ANY PATENTS NOW HELD, OR WHICH WILL BE HELD, BY OTHERS
OR BY LICENSOR THAT MIGHT BE REQUIRED FOR USE OF PATENT RIGHTS IN FIELD OF USE. NOTHING IN THE AGREEMENT WILL BE CONSTRUED AS
CONFERRING BY IMPLICATION, ESTOPPEL OR OTHERWISE ANY LICENSE OR RIGHTS TO ANY PATENTS OR TECHNOLOGY OF LICENSOR OTHER THAN THE
PATENT RIGHTS, WHETHER SUCH PATENTS ARE DOMINANT OR SUBORDINATE TO THE PATENT RIGHTS, OR THE TECHNOLOGY RIGHTS SPECIFICALLY DESCRIBED
HEREIN.


 


		11.4	Licensee Representation



By execution of the Agreement,
Licensee represents, acknowledges, covenants and agrees (a) that Licensee has not been induced in any way by Licensor or its employees
to enter into the Agreement, and (b) that Licensee has been given an opportunity to conduct sufficient due diligence with respect
to all items and issues pertaining to this Section 11 (Representations and Disclaimers) and all other matters pertaining to the
Agreement; and (c) that Licensee has adequate knowledge and expertise, or has utilized knowledgeable and expert consultants, to
adequately conduct the due diligence, and (c) that Licensee accepts all risks inherent herein. Licensee represents that it is
a duly organized, validly existing entity of the form indicated in Section 1 of the Patent & Technology License Agreement,
and is in good standing under the laws of its jurisdiction of organization as indicated in Section 1 of the Patent & Technology
License Agreement, and has all necessary corporate or other appropriate power and authority to execute, deliver and perform its
obligations hereunder.


 




    	{00182033-1}Licensee: Microlin Bio, Inc.
 Licensor: Ohio State Innovation Foundation	CONFIDENTIAL 
 EXHIBIT A	Exclusive License (Life Sciences)
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		12.	Limit of Liability



 


IN NO EVENT SHALL LICENSOR,
OSU, OR THEIR INVENTORS, OFFICERS, EMPLOYEES, STUDENTS, TRUSTEES, AGENTS OR AFFILIATED ENTERPRISES, BE LIABLE FOR ANY INDIRECT,
SPECIAL, CONSEQUENTIAL, INCIDENTAL, EXEMPLARY, OR PUNITIVE DAMAGES (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS
OR REVENUE) ARISING OUT OF OR IN CONNECTION WITH THE AGREEMENT OR ITS SUBJECT MATTER, REGARDLESS OF WHETHER ANY SUCH PARTY KNOWS
OR SHOULD KNOW OF THE POSSIBILITY OF SUCH DAMAGES. OTHER THAN FOR CLAIMS AGAINST LICENSEE FOR INDEMNIFICATION (SECTION 13) OR
FOR MISUSE OR MISAPPROPRIATION OR INFRINGEMENT OF LICENSOR’S INTELLECTUAL PROPERTY RIGHTS, LICENSEE WILL NOT BE LIABLE TO
LICENSOR FOR ANY INDIRECT, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS
OR REVENUE) ARISING OUT OF OR IN CONNECTION WITH THE AGREEMENT OR ITS SUBJECT MATTER, REGARDLESS OF WHETHER LICENSEE KNOWS OR
SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES.


 


		13.	Indemnification



 


		13.1	Indemnification Obligation



Licensee agrees to hold
harmless, defend and indemnify Licensor, OSU, and their officers, employees, students, inventors, trustees, agents, and consultants
(“Indemnified Parties”) from and against any liabilities, damages, causes of action, suits, judgments, liens, penalties,
fines, losses, costs and expenses (including, without limitation, reasonable attorneys’ fees and other expenses of litigation)
(collectively “Liabilities”) resulting from claims or demands brought by third parties against an Indemnified Party
on account of any injury or death of persons, damage to property, or any other damage or loss arising out of or in connection
with the Agreement or the exercise or practice by or under authority of Licensee, its Affiliates or their Sublicensees, or third
party wholesalers or distributors, or physicians, hospitals or other healthcare providers who purchase a Licensed Product, of
the rights granted hereunder. Licensee shall have no responsibility or obligation under the section for any Liabilities to the
extent caused by the gross negligence or willful misconduct by Licensor.


 


		14.	Insurance



 


		14.1	Insurance Requirements



Prior to any Licensed Product
being used or Sold (including for the purpose of obtaining Regulatory Approval), and prior to any Licensed Service being performed
by Licensee, an Affiliate, or by a Sublicensee, and for a period of five years after the Agreement expires or is terminated, Licensee
shall, at its sole cost and expense, procure and maintain commercial general liability insurance in commercially reasonable and
appropriate amounts for the Licensed Product being used or Sold or the Licensed Service being performed. Licensee shall use commercially
reasonable efforts to have Licensor, , officers, and employees, named as additional insureds. Such commercial general liability
insurance shall provide, without limitation: (i) product liability coverage; (ii) broad form contractual liability coverage
for Licensee’s indemnification under the Agreement; and (iii) coverage for litigation costs.


 


		14.2	Evidence of Insurance and
Notice of Changes



Upon request by Licensor,
Licensee shall provide Licensor with written evidence of such insurance. Additionally, Licensee shall provide Licensor with written
notice of at least sixty (60) days prior to Licensee cancelling, not renewing, or materially changing such insurance.


 




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 Licensor: Ohio State Innovation Foundation	CONFIDENTIAL 
 EXHIBIT A	Exclusive License (Life Sciences)
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		15.	Assignment



 


The Agreement may not
be assigned by Licensee without the prior written consent of Licensor, which consent will not be unreasonably withheld. For any
permitted assignment to be effective, (a) Licensee must be in good standing under this Agreement, (b) the Licensee must pay Licensor
the assignment fee pursuant to Section 3.1(f), and (c) the assignee must assume in writing (a copy of which shall be promptly
provided to Licensor) all of Licensee’s interests, rights, duties and obligations under the Agreement and agree to comply
with all terms and conditions of the Agreement as if assignee were an original Party to the Agreement.


 


		16.	Governmental Markings



 


		16.1	Patent Markings



Licensee agrees that all
Licensed Products Sold by Licensee, Affiliates, and Sublicensees will be marked in accordance with each country’s patent
marking laws, including Title 35, U.S. Code, in the United States.


 


		16.2	Governmental Approvals
and Marketing of Licensed Products and or Licensed Services



Licensee will be responsible
for obtaining all necessary governmental approvals for the development, production, distribution, Sale, and use of any Licensed
Product or performance of any Licensed Service, at Licensee’s expense, including, without limitation, any safety studies.
Licensee will have sole responsibility for any warning labels, packaging and instructions as to the use and the quality control
for any Licensed Product or Licensed Service.


 


		16.3	Foreign Registration and
Laws



Licensee agrees to register
the Agreement with any foreign governmental agency that requires such registration; and Licensee will pay all costs and legal
fees in connection with such registration. Licensee is responsible for compliance with all foreign laws affecting the Agreement
or the Sale of Licensed Products and Licensed Services to the extent there is no conflict with United States law, in which case
United States law will control.


 


		17.	Use of Name



 


Licensee will not use
the name, trademarks or other marks of Licensor or OSU without the advance written consent of Licensor and OSU. Licensor and OSU
may use Licensee’s name and logo for annual reports, brochures, website and internal reports without prior consent.


 


		18.	Notices



 


Any notice or other communication
of the Parties required or permitted to be given or made under the Agreement will be in writing and will be deemed effective when
sent in a manner that provides confirmation or acknowledgement of delivery and received at the address set forth in Section 18
of the Patent & Technology License Agreement (or as changed by written notice pursuant to this Section 18).
Notices required under the Agreement may be delivered via E-mail provided such notice is confirmed in writing as indicated.


 


Notices shall be provided
to each Party as specified in the “Contact for Notice” address set forth in Section 18 of the Patent & Technology
License Agreement. Each Party shall update the other Party in writing with any changes in such contact information.


 




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 Licensor: Ohio State Innovation Foundation	CONFIDENTIAL 
 EXHIBIT A	Exclusive License (Life Sciences)
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		19.	General Provisions



 


		19.1	Binding Effect



The Agreement is binding
upon and inures to the benefit of the Parties hereto, their respective executors, administrators, heirs, permitted assigns, and
permitted successors in interest.


 


		19.2	Construction of Agreement



Headings are included for
convenience only and will not be used to construe the Agreement. The Parties acknowledge and agree that both Parties substantially
participated in negotiating the provisions of the Agreement; therefore, both Parties agree that any ambiguity in the Agreement
shall not be construed more favorably toward one Party than the other Party, regardless of which Party primarily drafted the Agreement.


 


		19.3	Counterparts and Signatures



The Agreement may be executed
in multiple counterparts, each of which shall be deemed an original, but all of which taken together shall constitute one and
the same instrument. A Party may evidence its execution and delivery of the Agreement by transmission of a signed copy of the
Agreement via facsimile or email. In such event, the Party shall promptly provide the original signature page(s) to the other
Party.


 


		19.4	Compliance with Laws



Licensee will comply with
all applicable federal, state and local laws and regulations, including, without limitation, all export laws and regulations.


 


		19.5	Governing Law



The
Parties agree to remain silent in regard to Governing Law.


 


		19.6	Modification



Any modification of the
Agreement will be effective only if it is in writing and signed by duly authorized representatives of both Parties. No modification
will be made by email communications.


 


		19.7	Severability



If any provision hereof
is held to be invalid, illegal or unenforceable in any jurisdiction, the Parties hereto shall negotiate in good faith a valid,
legal and enforceable substitute provision that most nearly reflects the original intent of the Parties, and all other provisions
hereof shall remain in full force and effect in such jurisdiction and shall be construed in order to carry out the intentions
of the Parties hereto as nearly as may be possible. Such invalidity, illegality or unenforceability shall not affect the validity,
legality or enforceability of such other provisions in any other jurisdiction, so long as the essential essence of the Agreement
remains enforceable.


  


		19.8	Third Party Beneficiaries



Nothing in the Agreement,
express or implied, is intended to confer any benefits, rights or remedies on any entity, other than the Parties, OSU, and their
permitted successors and assigns. However, if there is a joint owner of any Patent Rights identified in Section 1 of the Patent
& Technology License Agreement (other than Licensee), then Licensee hereby agrees that the following provisions of these Terms
and Conditions extend to the benefit of the co-owner identified therein (excluding the Licensee to the extent it is a co-owner)
as if such co-owner was identified in each reference to the Licensor: the retained rights under clause (b) of Section 2.1; Section
11.3 (Licensor Disclaimers); Section 12 (Limitation of Liability); Section 13 (Indemnification); Section 14.1 (Insurance Requirements);
Section 17 (Use of Name); and Section 19.10 (Sovereign Immunity, if applicable).


 



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 EXHIBIT A	Exclusive License (Life Sciences)
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		19.9	Waiver



Neither Party will be deemed
to have waived any of its rights under the Agreement unless the waiver is in writing and signed by such Party. No delay or omission
of a Party in exercising or enforcing a right or remedy under the Agreement shall operate as a waiver thereof.


 


		19.10	Sovereign Immunity



Nothing in the Agreement
shall be deemed or treated as any waiver of OSU’s sovereign immunity.


 


		19.11	Entire Agreement



The Agreement constitutes
the entire Agreement between the Parties regarding the subject matter hereof, and supersedes all prior written or verbal agreements,
representations and understandings relative to such matters.


 


		19.12	Claims Against Licensor
for Breach of Agreement



Licensee acknowledges that
any claim for breach of the Agreement asserted by Licensee against Licensor shall be brought in a competent jurisdiction in Ohio
and this is Licensee’s sole and exclusive process for seeking a remedy for any and all alleged breaches of the Agreement
by Licensor.


 


		19.13	Grant of Security Interest



Licensee hereby grants to
Licensor a security interest in and to Licensee's rights under the Patent & Technology License Agreement, as collateral security
for the payment by Licensee of any and all sums which may be owed from time to time by Licensee to Licensor. Licensor shall have
all rights of a secured party as specified in the Uniform Commercial Code relative to this security interest and the enforcement
thereof. Licensee hereby authorizes Licensor to file with the appropriate governmental agencies appropriate UCC-1 financing statements
to evidence this security interest.


 


— END
OF EXHIBIT A —


 




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 Licensor: Ohio State Innovation Foundation	CONFIDENTIAL 
 EXHIBIT A	Exclusive License (Life Sciences)
Page 28 of 29



    	 



    

 


EXHIBIT
B


COMMERCIALIZATION
PLAN


 


	1.
    Enter into a Sponsored Research Agreement (SRA) with Licensor with Dr. Robert Lee as the principal investigator at least $100,000
    cash total	January
    31, 2014 
	2.
    Initiation of cGMP manufacturing and GLP-toxicity studies for first Licensed Product	December
    31, 2014 
	3.
    Filing of IND (or an equivalent regulatory application, if filed outside of the United States) for first Licensed Product(s)	December
    31, 2015 
	4.
    Dosing of first patient in any Phase II Clinical Trial of first Licensed Product(s)	December
    31, 2017 
	5.
    Dosing of first patient in any Phase III Clinical Trial of first Licensed Product(s)	March
    31, 2019
	6.
    Filing of Marketing Application with FDA (or an equivalent regulatory agency, if filed outside the United States) for first
    Licensed Product	January
    31, 2022 
	7.
    Regulatory approval of Marketing Application for first Licensed Product in a Major Territory (US, Europe, Japan) 	March
    31, 2023
	8.
    First sale of first Licensed Product(s) in a Major Territory (US, Europe, Japan) 	March
    31, 2024
	9.
    Regulatory approval of Marketing Application for first Licensed Product in each BRICS Territory (Brazil, Russia, China, India,
    South Korea)	June
    30, 2024
	10.
    First sale of first Licensed Product in a BRICS Territory (Brazil, Russia, China, India, South Korea)	June
    30, 2025


 




    	{00182033-1}Licensee: Microlin Bio, Inc.
 Licensor: Ohio State Innovation Foundation	CONFIDENTIAL 
 EXHIBIT A	Exclusive License (Life Sciences)
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